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United States securities and exchange commission logo
January 18, 2024
Tak Chun Wong
Chief Executive Officer and Chief Financial Officer
AFB Limited
R27 3/F, New Timely Building
497 Castle Peak Road, Lai Chi Kok
Kowloon, Hong Kong
Re:AFB Limited
Registration Statement on Form S-1
Filed December 21, 2023
File No. 333-276184
Dear Tak Chun Wong:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 Filed December 21, 2023
Cover Page
1.We note your disclosure that Tak Chun Wong controls 100% of the company's voting
power as of the date of the registration statement. Please revise to disclose Mr. Wong's
ownership percentage assuming the sale of all shares being registered and characterize
such ownership as a controlling interest. Make similar revisions where you discuss Mr.
Wong's share ownership in the prospectus summary and risk factors.
2.Please disclose prominently on the prospectus cover page that you are not a Hong Kong
operating company but a Nevada company with operations conducted in Hong Kong and
that this structure involves unique risks to investors. Your disclosure should acknowledge
that Chinese regulatory authorities could disallow this structure, which would likely result
in a material change in your operations and/or a material change in the value of the
securities you are registering for sale, including that it could cause the value of such

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securities to significantly decline or become worthless. Provide a cross-reference to your
detailed discussion of risks facing the company and the offering as a result of this
structure.
3.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company's operations in Hong Kong. Your
disclosure should make clear whether these risks could result in a material change in your
operations and/or the value of the securities you are registering for sale or could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
Your disclosure should address how recent statements and regulatory actions by China's
government, such as those related to the use of variable interest entities and data security
or anti-monopoly concerns, have or may impact the company's ability to conduct its
business, accept foreign investments, or list on a U.S. or other foreign exchange. Please
disclose the location of your auditor's headquarters and whether and how the Holding
Foreign Companies Accountable Act, as amended by the Consolidated Appropriations
Act, 2023, and related regulations will affect your company. Your prospectus summary
should address, but not necessarily be limited to, the risks highlighted on the prospectus
cover page.
4.Clearly disclose how you will refer to your company and any subsidiaries when providing
the disclosure throughout the document so that it is clear to investors which entity the
disclosure is referencing and which subsidiaries or entities are conducting the business
operations, if applicable. For example, disclose, if true, that you and/or your subsidiaries
conduct operations in Hong Kong. Disclose clearly the entity (including the domicile) in
which investors are purchasing an interest. Additionally, please revise throughout to
discuss applicable laws and regulations in Hong Kong and related risks and consequences.
Location-specific regulations that should be discussed include, but are not limited to,
enforceability of civil liabilities in Hong Kong and China's Enterprise Tax Law. Disclose
on the prospectus cover page how regulatory actions related to data security or anti-
monopoly concerns in Hong Kong have or may impact the company's ability to conduct
its business, accept foreign investment, or list on a U.S. or foreign exchange. Include risk
factor disclosure explaining whether there are laws and regulations in Hong Kong that
result in oversight over data security, how this oversight impacts the company's business
and the offering, and to what extent the company believes that it is compliant with the
regulations or policies that have been issued.
5.We note your use of the terms "Hong Kong," "China" and "PRC." Please clearly
distinguish between these terms to clarify whether you are referencing Hong Kong when
referring to China and the PRC.
6.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings or settle amounts owed. State whether any transfers,
dividends, or distributions have been made to date between you, any subsidiary, or to
investors, and quantify the amounts where applicable. Provide cross-references to the

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condensed consolidating schedule and the consolidated financial statements. Additionally,
please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash in the business is in the PRC/Hong Kong or a
PRC/Hong Kong entity, the funds may not be available to fund operations or for other use
outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions
and limitations on the ability of you or any subsidiaries by the PRC government to transfer
cash. On the cover page, provide cross-references to these other discussions. Discuss
whether there are limitations on your ability to transfer cash between you, any
subsidiaries, or investors. Provide a cross-reference to your discussion of this issue in your
prospectus summary, summary risk factors, and risk factors sections.
7.To the extent you have cash management policies that dictate how funds are transferred
between you, any subsidiaries, or investors, summarize the policies on your cover page
and in the prospectus summary, and disclose the source of such policies (e.g., whether
they are contractual in nature, pursuant to regulations, etc.); alternatively, state on the
cover page and in the prospectus summary that you have no such cash management
policies that dictate how funds are transferred. Provide a cross-reference on the cover page
to the discussion of this issue in the prospectus summary.
8.You state that the proceeds from the sale of the securities being registered "will be placed
directly into the Company's account or a designated account to be used as escrow." Please
confirm whether any definitive arrangements have been made to place the funds in an
escrow or similar account. If arrangements have not been made, state this fact and
describe the effect on investors. Refer to Item 501(b)(8)(iii) of Regulation S-K. Make
conforming revisions where you discuss a potential escrow account at pages 2, 9, and 20.
Prospectus Summary, page 1
9.Provide early in the prospectus summary a diagram of your corporate structure,
identifying the person or entity that owns the equity in each depicted entity. Identify
clearly the entity in which investors are purchasing their interest and the entity(ies) in
which the company’s operations are conducted.
10.Please revise the prospectus summary to highlight your limited history of operations and
revenues received to date, working capital deficit, and the indication by your independent
auditor that there is a substantial doubt about your ability to continue as a going concern.
Add a risk factor that discusses these aspects of your financial condition as well.
11.Please revise to add a summary of risk factors to the prospectus summary, and disclose in
the summary of risk factors the risks that your corporate structure and being based in or
having the majority of the company's operations in Hong Kong poses to investors. In
particular, describe the significant regulatory, liquidity, and enforcement risks with cross-
references to the more detailed discussion of these risks in the prospectus. For example,
specifically discuss risks arising from the legal system in China, including risks and
uncertainties regarding the enforcement of laws and that rules and regulations in China

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AFB Limited
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can change quickly with little advance notice, and the risk that the Chinese government
may intervene or influence your operations at any time, or may exert more control over
offerings conducted overseas and/or foreign investment in China-based issuers, which
could result in a material change in your operations and/or the value of the securities you
are registering for sale. Acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted overseas
and/or foreign investment in China-based issuers could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.
12.Disclose each permission or approval that you or any subsidiary are required to obtain
from Hong Kong or Chinese authorities to operate your business and to offer the securities
being registered to foreign investors. State whether you or any subsidiary are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve your operations, and state affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or approvals have been
denied. Please also describe the consequences to you and your investors if you or any
subsidiaries (i) do not receive and maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions and approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions and approvals in the future.
13.We note that the CSRC has recently announced regulations that outline the terms under
which China-based companies can conduct offerings and/or list overseas. Revise your
disclosure to reflect these recent events and explain how the regulations apply to you and
your ability to operate and offer securities.
14.Provide a clear description of how cash is transferred through your organization. Quantify
any cash flows and transfers of other assets by type that have occurred between you, any
subsidiaries, and the direction of transfer. Quantify any dividends or distributions that a
subsidiary has made to you and which entity made such transfer, and their tax
consequences. Similarly quantify dividends or distributions made to U.S. investors, the
source, and their tax consequences. Your disclosure should make clear if no transfers,
dividends, or distributions have been made to date. Describe any restrictions on foreign
exchange and your ability to transfer cash between entities, across borders, and to U.S.
investors. Describe any restrictions and limitations on your ability to distribute earnings
from the company, including any subsidiaries, to the parent company and U.S. investors.
Provide cross-references to the condensed consolidating schedule and the consolidated
financial statements.
Risk Factors, page 4
15.Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise to describe any material impact that

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January 18, 2024
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intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securities. Highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could result in
a material change in your operations and/or the value of your securities. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. We remind you
that, pursuant to federal securities rules, the term “control” (including the terms
“controlling,” “controlled by,” and “under common control with”) means “the possession,
direct or indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by contract, or
otherwise.
16.In light of recent events indicating greater oversight by the CAC over data security,
particularly for companies seeking to list on a foreign exchange, please revise your
disclosure to explain how this oversight impacts your business and your offering and to
what extent you believe that you are compliant with the regulations or policies that have
been issued by the CAC to date.
We are subject to risks arising from the recent global outbreak..., page 5
17.This risk factor mentions your reliance on employees, suppliers, manufacturers and other
partners. Please elaborate on such employees and relationships or revise as appropriate.
Risks Relating to the Company's Securities
Our securities lack a pre-existing market, and the emergence of an active trading..., page 8
18.Please revise this risk factor to discuss your intentions to be quoted on the OTC Pink
Open Market upon completion of this offering and the associated risks, including that
there is no assurance that you will be able to achieve a listing and address the resulting
impact on your investors and their ability to sell their shares. Additionally, we note your
references to "the market price of our common stock following this offering," that your
common stock may "trade below the offering price," and "rules implemented by...the OTC
Markets Group." Please revise to clarify that such statements will only apply if you are
able to achieve a listing.
Management's Discussion and Analysis, page 14
19.Please remove your reference to the safe harbor provisions contained in Section 27A of
the Securities Act and Section 21E of the Exchange Act, as these provisions do not apply
to forward-looking statements made by issuers in connection with an initial public
offering.

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AFB Limited
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Industry Overview, page 15
20.We note that this section relies upon market and industry data that you have developed
from various sources, including your internal data and estimates. Please revise your
statements and claims in this section to provide a citation or support for the claims in this
section or revise to state that such claims are management's beliefs.
Description of Business, page 16
21.Please revise to more thoroughly describe the status of your current business operations
and separately, your proposed busin